This Article argues that the conventional wisdom about corporate raiders and activist hedge funds—raiders break things and activists fix them—is wrong. Because activists have a higher risk of mistargeting—mistakenly shaking things up at firms that only appear to be underperforming—they...

Good faith produces good procedures and good procedures produce good outcomes. These statements are descriptive of much of Delaware's corporate law as well as the Delaware courts' approach to fiduciary duties. In re Caremark International Inc., Derivative Litigation exemplifies this approach...

The efficiency of the corporate bond market is not well understood. Although many of the factors used to analyze stock market efficiency translate with some adjustments to corporate bond markets, the cause-effect factor is not intuitive and can be a source of significant confusion. In this...

Pragmatic and effective research on corporate governance often turns critically on appreciating the legal institutions surrounding corporate entities—yet such nuances are often unfamiliar or poorly specified to economists and other social scientists without legal training. This chapter...

This paper contrasts UK and US governance of M&A break fees to see what the contrast can teach us about trade-offs between litigation and regulation as modes of governance, including how laws change under each regime over time. Data on 1,136 bids in 1989-2008 and 61 fee disputes show: (1) the UK...

This paper considers whether the concern that implementation of Directive 2004/25 (Takeover Directive) by the Companies Act 2006 will lead to a culture of litigation that would be detrimental to takeovers is justified, with reference to: (1) the common law approach restricting tactical...

Stakeholder engagement involves actively soliciting the opinions and values of different groups affected by decisions, often through deliberative means, to shape decision implementation. As with many practices within public management and governance, instances of exemplary stakeholder engagement...

A storm is brewing on the corporate law horizon. Several recent judicial developments, which this Article ties together for the first time, present the most refined opportunity yet for mandatory arbitration—today prevalent in consumer and employment contracts—to enter the corporate law...

In merger agreements, the seller makes contractual representations and warranties (“reps”) about the state of the target, e.g., attesting to the accuracy of the target’s financial statements. We obtain a proprietary sample of claims for breaches of the reps in acquisition agreements...

This article proposes discounted cash flow (DCF) analysis as a substitute for, or complement to, event studies in securities class actions. In many contexts, DCF analysis would be more consistent with the principles articulated in the Supreme Court’s decision in Goldman, as well as the...